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ORDINANCE NO. O22-13
AN ORDINANCE OF THE COUNCIL OF THE CITY OF
GLENDALE,
MARICOPA
COUNTY,
ARIZONA
AUTHORIZING AND PROVIDING FOR THE ISSUANCE
AND SALE OF CITY OF GLENDALE, ARIZONA GENERAL
OBLIGATION BONDS IN ONE OR MORE SERIES FOR THE
PURPOSE OF PROVIDING FUNDS TO PAY ALL OR A
PORTION OF THE COSTS OF CERTAIN PROJECTS OF THE
CITY AND TO PAY ALL NECESSARY LEGAL, FINANCIAL,
ARCHITECTURAL, ENGINEERING AND OTHER COSTS IN
CONNECTION THEREWITH; PROVIDING FOR THE SALE
OF SAID BONDS; AUTHORIZING THE EXECUTION OF A
BOND REGISTRAR AND PAYING AGENT AGREEMENT;
AUTHORIZING AN OFFICIAL STATEMENT; AUTHORIZING
THE EXECUTION OF A CONTINUING DISCLOSURE
UNDERTAKING AND CERTAIN OTHER DOCUMENTS AND
THE TAKING OF CERTAIN OTHER ACTIONS IN
CONNECTION WITH THE ISSUANCE.
WHEREAS, pursuant to Title 35, Chapter 3, Article 3, Arizona Revised Statutes, as
amended (the “Act”), duly called special bond elections were held in the City of Glendale,
Arizona (hereinafter referred to as the “City”), on October 20, 1981, March 10, 1987,
November 2, 1999 and May 15, 2007, and thereafter canvassed pursuant to law; and
WHEREAS, at such elections there was submitted to and approved by the qualified
electors of the City questions as to the issuance and sale of general obligation bonds of the City
in the respective principal amounts and for the purposes as follows (which purposes include
payment of costs and expenses as set forth in the ballot preparation) and has issued in one or
more series of bonds pursuant to such authorizations the amounts, and has remaining
authorization, as follows:
AUTHORIZED AMOUNT
PURPOSE
$6,750,000
[1981 Election]
to provide funds to construct an operations center and
associated costs [Amount issued to date: $550,000;
Authorization remaining: $6,200,000]
ACTIVE 62298816v1
AUTHORIZED AMOUNT
PURPOSE
$9,698,000
[1987 Election]
to provide funds to construct a new north branch library
facility; to add to, improve, and renovate existing library
buildings and facilities; to furnish and equip such buildings
and facilities and to improve the grounds thereof; to acquire
land and interests therein as necessary for library facilities; and
to purchase books (“1987 Library Facilities”) [Amount issued
to date: $8,000,000; Authorization remaining: $1,698,000]
$18,215,000
[1999 Election]
Planning and constructing a cultural facility, planning,
acquiring, repairing and restoring historic properties, and
acquiring land and interests therein as may be needed for such
facilities and purposes (“1999 Cultural Facilities”) [Amount
issued to date: $5,081,000; Authorization remaining:
$13,134,000]
$50,500,000
[1999 Election]
to promote new private sector job creation through
development and redevelopment within the City of Glendale,
including land acquisition to be used for public/private
partnerships, constructing infrastructure for future business
parks, and acquiring land and interests therein as may be
needed for such purposes [Amount issued to date:
$28,452,846; Authorization remaining: $22,047,154]
$40,910,000
[1999 Election]
planning and constructing a new public works operations
center, acquiring or constructing additional city buildings and
facilities, planning, acquiring or constructing a tourism visitor
center, additional restrooms and related infrastructure
throughout the City, and acquiring land and interests therein as
may be needed for such facilities and purposes (“1999
Government Facilities”) [Amount issued to date: $17,165,000;
Authorization remaining: $23,745,000]
$17,000,000
[1999 Election]
planning, acquiring, constructing, extending, improving and
repairing landfill and acquiring land and interests therein as
may be needed for such facilities and purposes (“1999 Landfill
Facilities”) [Amount issued to date:
$1,460,000;
Authorization remaining: $15,540,000]
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AUTHORIZED AMOUNT
PURPOSE
$15,398,000
[1999 Election]
planning, designing and constructing new library facilities,
planning, adding improving and renovating exiting library
buildings and facilities, furnishing and equipping such
buildings and facilities and improving the grounds thereof,
acquiring land and interests therein as may be needed for
library facilities and purposes and purchasing books [Amount
issued to date: $-0-; Authorization remaining: $15,398,000]
$53,700,000
[1999 Election]
planning and acquiring land and interests therein for
preservation of open space, planning, acquiring and
constructing multiuse trails and linear parks, including but not
limited to lighted walkways, play areas, benches, amphitheater,
artwork, fountains, landscaping and equestrian trails, and
acquiring land and interests therein as may be needed for such
facilities and purposes (“1999 Open Spaces”) [Amount issued
to date: $3,419,000; Authorization remaining: $50,281,000]
$6,935,000
[1999 Election]
planning, acquiring, constructing and expanding transit
services and passenger amenities and park and ride facilities,
replacement of transit buses, cars and computer equipment and
transit administrative facility upgrades and renovations, and
acquiring land and interests therein as may be needed for such
facilities and purposes [Amount issued to date: $185,000;
Authorization remaining: $6,750,000]
$10,000,000
[1999 Election]
planning and constructing sewers for areas within the City
currently utilizing septic systems and acquiring land and
interests therein as may be needed for such facilities and
purposes [Amount issued to date: $-0-; Authorization
remaining: $10,000,000]
$102,638,000
[2007 Election]
Planning and constructing fire and police stations and
substations and other public safety buildings and facilities, new
court building, and public safety training facility, acquiring
additional and replacement police and fire protection
equipment and vehicles, renovating and improving existing
public safety facilities, and acquiring land and interests therein
as may be necessary for such facilities and equipment (“2007
Public Safety Facilities”) [Amount issued to date:
$10,181,000; Authorization remaining: $92,457,000]
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AUTHORIZED AMOUNT
PURPOSE
$79,065,000
[2007 Election]
Constructing, reconstructing, improving and maintaining
major and local streets, highways and bridges and parking
within the City, and further including but not limited to
downtown and City-wide parking garages, street signage,
lighting, street widening and landscaping, and acquiring land
and interests therein as may be needed for such facilities and
purposes (the “2007 Streets and Parking Facilities”) [Amount
issued to date: $61,373,000; Authorization remaining:
$17,692,000]
$20,554,000
[2007 Election]
Planning, constructing, acquiring and installing flood control
facilities, including joint facilities to be utilized with others
and including but not limited to storm sewer lines and drains,
flood control channels, detention and retention basins, and
acquiring land and interests therein as may be needed for such
facilities and purposes, such facilities to be used for reducing
flooding on properties and reducing street flooding (“2007
Flood Control Facilities”) [Amount issued to date:
$11,049,000; Authorization remaining: $9,505,000]
$16,155,000
[2007 Election]
Planning and constructing new parks and recreation facilities
city-wide and further including but not limited to new
swimming pools and indoor and outdoor multisport recreation
centers, planning, constructing, adding to and renovating
existing parks and recreation buildings and facilities,
furnishing and equipping such buildings and facilities and
improving the grounds thereof, and acquiring land and
interests therein as may be necessary for such facilities and
purposes (“2007 Parks and Recreation Facilities”) [Amount
issued to date: $3,643,000; Authorization remaining:
$12,512,000]
WHEREAS, the City intends for the bonds authorized hereby (the “Bonds”) to be sold
(i) directly to one or more banks as purchaser of the Bonds (collectively, the “Bank Lender”) in
the form of one or more bank loans or bank lending proposals, in each case as evidenced by a
certificate and receipt of the Bank Lender or (ii) if, based on the determination of the Assistant
City Manager or the Budget and Finance Director, an acceptable offer to directly purchase the
Bonds is not received from a bank, to one or more underwriters selected by the City (the
“Underwriters”), as provided in one or more bond purchase agreements (each, a “Bond Purchase
Agreement”), in substantially the same form as that used in connection with the sale of the City’s
General Obligation Bonds, Series 2021 (the “2021 Bonds”), with such changes as are approved
by the Assistant City Manager or the Budget and Finance Director; and
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WHEREAS, if the Bonds are sold by negotiated sale to the Underwriters, the Bonds will
be reoffered pursuant to the Preliminary Official Statement (as defined herein) and the Official
Statement (as defined herein); and
WHEREAS, there have been filed with the City Clerk proposed forms of the following
documents:
(a)
A Bond Registrar and Paying Agent Agreement to be dated on or before
the date of delivery of the Bonds (the “Bond Registrar Agreement”), pursuant to which a
qualified financial institution will act as Bond Registrar (as hereinafter defined); and
(b)
A Continuing Disclosure Undertaking to be dated the date of delivery of
the Bonds to be executed and delivered by the City if any of the Bonds are sold by
negotiated sale to the Underwriters (the “Undertaking”);
BE IT ORDAINED BY THE COUNCIL OF THE CITY OF GLENDALE as follows:
SECTION 1. Purpose. That for the purpose of providing funds for the 1987 Library
Facilities, 1999 Cultural Facilities, 1999 Open Spaces, 1999 Governmental Facilities, 1999
Landfill Facilities, 2007 Parks and Recreation Facilities, 2007 Public Safety Facilities, 2007
Flood Control Facilities and 2007 Streets and Parking Facilities and to pay all necessary legal,
financial, architectural, engineering and contingent costs in connection therewith, the City hereby
authorizes the issuance of its General Obligation Bonds in one or more series which may include
bonds, the interest on which is intended to be excludible from gross income for federal income
tax purpose (“Bonds”) in the aggregate principal amount not to exceed $48,000,000. Any net
premium received from the sale of the Bonds shall be subject to Arizona Revised Statutes,
Section 35-457.D. The City Manager, any Assistant City Manager or Budget and Finance
Director, in each case, whether interim or actual, (each, an “Authorized Officer”) shall determine
the dollar amounts and respective ballot propositions under which each series of Bonds shall be
issued.
SECTION 2. Authorization of Bonds. The Bonds shall be issued as fully registered
bonds registered as to both principal and interest, in the denominations determined by the
Assistant City Manager or Budget and Finance Director or any integral multiple thereof and shall
be dated the date of delivery of the Bonds.
Interest on the Bonds shall be payable on January 1 and July 1 of each year (the “Interest
Payment Dates”), at the rates to be set forth in the Bond Purchase Agreement or certificate and
receipt of the Bank Lender (not to exceed an aggregate yield of 5.00%) until the principal
amount has been paid or provided for. The Bonds shall bear interest from the most recent date to
which interest has been paid or provided for or, if no interest has been paid or provided for, from
the date of delivery, or such other date as approved by an Authorized Officer. Interest on the
Bonds will be computed on the basis set forth in the Bond Purchase Agreement or certificate and
receipt of the Bank Lender. The final amounts and respective maturity dates of the Bonds shall
be set forth in the Bond Purchase Agreement or certificate and receipt of the Bank Lender, but
none of the Bonds shall mature later than July 1, 2047.
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SECTION 3. Sale of Bonds. Each Authorized Officer is authorized to determine
whether any of the Bonds are to be sold to (i) the Bank Lender pursuant to a bank lending
proposal or (ii) the Underwriters pursuant to negotiated sale as described in the Official
Statement (such entity purchasing the Bonds, the “Purchaser”). If it is the former, such sale will
be evidenced by a certificate and receipt of the Bank Lender for each series of Bonds. If it is the
latter, such sale will be evidenced by the execution and delivery of a Bond Purchase Agreement
for each series of Bonds, if applicable. If the Bonds are to be sold by negotiated sale to the
Underwriters, each Authorized Officer is hereby authorized to execute and deliver a Bond
Purchase Agreement for each series of Bonds, if applicable, with such insertions, omissions and
changes as are necessary and consistent with this Ordinance, the execution of a Bond Purchase
Agreement for each series of Bonds, if applicable, being conclusive evidence of such approval.
An Authorized Officer may make provision for insurance and/or liquidity support of the Bonds,
if such Authorized Officer determines that such insurance or credit support would provide a net
borrowing cost savings or enhance the marketability of the Bonds. Such determinations shall be
included in the Bond Purchase Agreements.
If bond insurance and/or liquidity support is obtained with respect to any of the Bonds, an
Authorized Officer is authorized to execute and deliver, on behalf of the City, appropriate
agreements with the bond insurer and/or liquidity provider and the Bond Registrar with
provisions concerning, without limitation, any of the following: (i) the terms of the bond
insurance and/or liquidity support and the premium to be paid for it, (ii) procedures for payments
under the bond insurance and/or liquidity support and reimbursement of amounts advanced
including subrogation to the rights of bondholders paid, (iii) voting rights, (iv) remedies and
(v) notices and providing of information with respect to the Bonds.
SECTION 4. Custody of Registered Bonds. (a) If one or more series of Bonds is sold to
the Underwriters by negotiated sale, such Bonds shall only be issued in book entry form, except
as provided in Section 9 hereof, and (i) one certificate for each Bond maturity in typewritten
form shall be registered in the name of the Depository (as defined herein) or its nominee, as
registered owner, and immobilized in the custody of the Depository; (ii) the beneficial owners of
the Bonds (the “Beneficial Owners”) shall have no right to receive the Bonds in the form of
physical securities; (iii) ownership of beneficial interests in the principal amounts of $5,000 or
integral multiples thereof shall be shown by book entry on the system maintained and operated
by the Depository and its participants, and transfers of the ownership of beneficial interest shall
be made only by book entry by the Depository and its participants; and (iv) the Bonds as such
shall not be transferable or exchangeable, except in transfer to another Depository or to another
nominee of a Depository.
As provided in Section 9 hereof, the City and the Bond Registrar shall treat the
Depository or its nominee in whose name the Bonds are registered in the Bond Registrar as the
owner of the Bonds for all purposes. Accordingly, principal and interest payments will be paid
to the Depository as the registered owner of the Bonds. All notices required by this Ordinance to
be given to the registered owners of Bonds shall be given to the Depository as the registered
owner of the Bonds. The transfer of principal and interest and of notices to the Beneficial
Owners will be the responsibility of the Depository and its Participants or other nominees of the
Beneficial Owners. The City will not be responsible or liable for such transfers or the failure
thereof or for maintaining, supervising or reviewing records of the Depository.
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For the purposes of this Ordinance, “Depository” means any securities depository that is
a clearing agency under federal law operating and maintaining, with its participants or otherwise,
a book entry system to record ownership of beneficial interests in Bonds, and to effect transfers
of such beneficial interests in the Bonds, in book entry form, and includes and means initially
The Depository Trust Company (a limited purpose trust company), New York, New York.
(b)
Any series of Bonds sold to a Bank Lender pursuant to a bank lending proposal
shall be evidenced by one certificate for each Bond maturity in typewritten form and registered
in the name of and delivered to the applicable Bank Lender or its nominee.
SECTION 5. Execution. The Bonds shall be signed by the Mayor and attested by the
City Clerk (references in this Ordinance to such officers shall include persons acting in the
capacity of such officers) in their official capacities. The signature of any or all of such officers
may be facsimiles. No Bond shall be valid or obligatory for any purpose or shall be entitled to
any security or benefit under this Ordinance unless and until the certificate of authentication
printed on the Bond is signed by the Bond Registrar as authenticating agent. Authentication by
the Bond Registrar shall be conclusive evidence that the Bond so authenticated has been duly
issued, signed and delivered under this Ordinance and is entitled to the security and benefit of
this Ordinance.
SECTION 6. Registrar and Paying Agent. An Authorized Officer is authorized to
appoint a qualified financial institution to serve as the authenticating agent, bond registrar,
transfer agent and paying agent (collectively, the “Bond Registrar”) for the Bonds. The Mayor
or an Authorized Officer shall sign and deliver, and the City Clerk shall attest, on behalf of the
City, the Bond Registrar Agreement, in substantially the form on file with the City Clerk with
such additions, deletions and modifications not inconsistent with this Ordinance as the officer
executing such agreement shall approve. Each Authorized Officer is authorized and directed on
behalf of the City to provide for payment of the services rendered and for reimbursement of
expenses incurred by the Bond Registrar from the proceeds of the Bonds to the extent available
or from other funds lawfully available therefor.
SECTION 7. Payment of Bonds. The principal of, premium, if any, and interest on the
Bonds shall be payable in lawful money of the United States of America without deduction for
the services of the Bond Registrar as paying agent. Subject to Section 9 hereof, (a) principal and
premium, if any, shall be payable when due upon presentation and surrender of the Bonds at the
principal corporate trust office of the Bond Registrar and (b) interest on a Bond shall be paid on
each Interest Payment Date by check or draft mailed to the person in whose name the Bond was
registered in the Bond Register, at the close of business on the 15th day of the calendar month
next preceding that Interest Payment Date (the “regular record date”) at that person’s address
appearing on the Bond Register (as defined in Section 8 below), or at such other address as is
furnished to the Bond Registrar, in writing, by the registered owner before the regular record
date. Any interest which is not timely paid or duly provided for shall cease to be payable to the
person who is shown as the registered owner thereof (or of one or more predecessor bonds) as of
the regular record date, and shall be payable to the registered owner hereof (or of one or more
predecessor bonds) at the close of business on a special record date for the payment of that
overdue interest. The special record date shall be fixed by the Bond Registrar whenever monies
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become available for payment of the overdue interest, and notice of the special record date shall
be given to registered owners not less than ten days prior thereto.
SECTION 8. Prior Redemption.
(a)
Each series of Bonds shall be subject to redemption prior to
maturity as set forth in the certificate and receipt of the Bank Lender or Bond Purchase
Agreement and the form of Bond.
(b)
(1)
Notice of redemption of any Bond shall be mailed by first
class mail, postage prepaid, not more than sixty (60) nor less than thirty (30) days prior to the
date set for redemption to the registered owner of the Bond or Bonds being redeemed at the
address shown on the registration books for the Bonds maintained by the Bond Registrar and
Paying Agent. Failure to give properly such notice of redemption shall not affect the redemption
of any Bond for which notice was properly given. A notice of optional redemption may contain
a statement that the redemption is conditional upon receipt by the Bond Registrar as paying agent
of funds on or before the date fixed for redemption sufficient to pay the redemption price of the
Bonds so called for redemption, and that if such funds are not available, such redemption shall be
cancelled by written notice to owners of the Bonds called for redemption in the same manner as
the original redemption notice was mailed.
(2)
On the date designated for redemption by notice given as
herein provided, the Bonds or portions thereof to be redeemed shall become and be due and
payable at the redemption price for such Bonds or such portions thereof on such date, and, if
moneys for payment of the redemption price are held in separate accounts by the Bond Registrar
and Paying Agent, interest on such Bonds or such portions thereof shall cease to accrue, such
Bonds or such portions thereof shall cease to be entitled to any benefit or security hereunder, the
registered owners of such Bonds or such portions thereof shall have no rights in respect thereof
except to receive payment of the redemption price thereof and accrued interest thereon and such
Bonds or such portions thereof shall be deemed paid and no longer outstanding.
(3)
Except as otherwise provided in a certificate and receipt of
the Bank Lender, the City may redeem, and the Bond Registrar and Paying Agent shall select, by
lot in such manner as the Bond Registrar and Paying Agent may determine, any amount which is
included in a Bond in the denomination in excess of, but divisible by, $5,000. In that event, the
registered owner shall submit the Bond for partial redemption and the Bond Registrar and Paying
Agent shall make such partial payment and shall cause to be issued a new Bond in a principal
amount which reflects the redemption so made, to be authenticated and delivered to the
registered owner thereof.
(c)
Any Bond or portion thereof in authorized denominations shall be
deemed paid and defeased and thereafter shall have no claim on ad valorem taxes levied on
taxable property in the City (i) if there is deposited with a bank or comparable financial
institution, in trust, moneys or obligations issued by or guaranteed by the United States
government (“Defeasance Obligations”) or both which, with the maturing principal of and
interest on such Defeasance Obligations, if any, will be sufficient, as evidenced by a certificate
or report of an accountant, to pay the principal of and interest and any premium on such Bond or
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portion thereof as the same matures, comes due or becomes payable upon prior redemption and
(ii) if such defeased Bond or portion thereof is to be redeemed, notice of such redemption has
been given in accordance with provisions hereof or the City has submitted to the Bond Registrar
and Paying Agent instructions expressed to be irrevocable as to the date upon which such Bond
or portion thereof is to be redeemed and as to the giving of notice of such redemption. Bonds the
payment of which has been provided for in accordance with this Section shall no longer be
deemed payable or outstanding hereunder and thereafter such Bonds shall be entitled to payment
only from the moneys or Defeasance Obligations deposited to provide for the payment of such
Bonds.
SECTION 9. Registration and Exchange. So long as any of the Bonds remain
outstanding, the City will cause the Bond Registrar to maintain and keep at its principal
corporate trust office all books and records necessary for the registration, exchange and transfer
of Bonds as provided in this Section (the “Bond Register”). Subject to the provisions of
Section 7 above, (a) the person in whose name a Bond is registered on the Bond Register shall be
regarded as the absolute owner of that Bond for all purposes of this Ordinance, (b) payment of or
on account of the principal of, premium, if any, and interest on any Bond shall be made only to
or upon the order of that person, and (c) neither the City nor the Bond Registrar shall be affected
by any notice to the contrary, but the registration may be changed as provided in this Section.
All such payments shall be valid and effectual to satisfy and discharge the City’s liability upon
the Bond, including interest, to the extent of the amount or amounts so paid.
Any Bond may be exchanged for Bonds of any authorized denomination upon
presentation and surrender at the principal corporate trust office of the Bond Registrar, together
with a request for exchange signed by the registered owner or by a person legally empowered to
do so in a form satisfactory to the Bond Registrar. A Bond may be transferred only on the Bond
Register upon presentation and surrender of the Bond at the principal corporate trust office of the
Bond Registrar, together with an assignment executed by the registered owner or by a person
legally empowered to do so in a form satisfactory to the Bond Registrar. Upon exchange or
transfer the Bond Registrar shall complete, authenticate and deliver a new Bond or Bonds of any
authorized denomination or denominations requested by the registered owner equal in the
aggregate to the unmatured principal amount of the Bond surrendered and bearing interest at the
same rate and maturing on the same date. Notwithstanding the foregoing, Bonds purchased by a
Bank Lender shall be subject to such transfer restrictions as may be determined by the Assistant
City Manager or Budget and Finance Director.
If manual signatures on behalf of the City are required, the Bond Registrar shall
undertake the exchange or transfer of Bonds only after the new Bonds are signed by the
authorized officers of the City. In all cases of exchanged or transferred Bonds, the City shall
sign and the Bond Registrar shall authenticate and deliver Bonds in accordance with the
provisions of this Ordinance. All fees and costs associated with the exchange or transfer,
including any tax or other governmental charges required to be paid with respect to the exchange
or transfer, shall be paid by the registered owner requesting the exchange or the transferor, as
appropriate. The City or the Bond Registrar may require that those fees and costs, if any, be paid
before the procedure is begun for the exchange or transfer. All Bonds issued upon any exchange
or transfer shall be valid obligations of the City, evidencing the same debt, and entitled to the
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same security and benefit under this Ordinance as the Bonds surrendered upon that exchange or
transfer.
Any Bond surrendered to the Bond Registrar for payment, retirement, exchange,
replacement or transfer shall be canceled by the Bond Registrar. The City may at any time
deliver to the Bond Registrar for cancellation any previously authenticated and delivered Bonds
that the City may have acquired in any manner whatsoever, and those Bonds shall be promptly
canceled by the Bond Registrar. The canceled Bonds shall be retained for a period of time and
then returned to the City or destroyed by the Bond Registrar as directed by an Authorized
Officer.
The City and the Bond Registrar will not be required (a) to issue or transfer any Bonds
during a period beginning with the opening of business on the 15th day next preceding any date
of selection of Bonds to be redeemed and ending with the close of business on the day on which
the applicable notice of redemption is given or (b) to transfer any Bonds which have been
selected or called for redemption in whole or in part.
In case any Bond becomes mutilated or destroyed or lost, the City shall cause to be
executed and delivered a new Bond of like date and tenor in exchange and substitution for and
upon the cancellation of such mutilated Bond or in lieu of and in substitution for such Bond
destroyed or lost, upon the registered owner’s paying the reasonable expenses and charges of the
City in connection therewith and, in the case of the Bond destroyed or lost, filing with the City
Clerk by the registered owner evidence satisfactory to the City that such Bond was destroyed or
lost, and furnishing the City with a sufficient indemnity bond pursuant to Section 47-8405,
Arizona Revised Statutes.
SECTION 10. Book-Entry Depository. Notwithstanding any provision of this Ordinance
or of any Bond to the contrary, the City may enter into an agreement with the registered owner of
a Bond in the custody of a Depository or a Bank Lender providing for making all payments to
that registered owner of payments of principal and interest on that Bond or any part thereof
(other than any payment of the entire unpaid principal amount thereof) at a place and in a manner
(including wire transfer of funds) other than as provided in this Ordinance and in the Bond,
without prior presentation or surrender of the Bond, upon any conditions which shall be
satisfactory to the City; provided, that payment in any event shall be made to the person who is
the registered owner of that Bond, on the date or other date duly agreed upon that principal and
premium is due, and, with respect to the payment of interest, as of the applicable regular record
date or special record date or other date as duly agreed upon as the case may be.
If any Depository determines not to continue to act as a Depository for the Bonds for use
in a Book Entry System, the City may attempt to have established a securities depository/book
entry relationship with another qualified Depository. If the City does not or is unable to do so,
the City and the Bond Registrar, after the Bond Registrar has made provision with the
Depository for notification of the Beneficial Owners by the then Depository, shall permit
withdrawal of the Bonds from the Depository, and authenticate and deliver replacement Bonds in
fully registered form in the denominations of $5,000 or any integral multiple thereof to the
assignees of the Depository or its nominee. If the event is not the result of City action or
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inaction, such withdrawal, authentication and delivery shall be at the cost and expense (including
costs of printing definitive Bonds) of those persons requesting such authentication and delivery.
SECTION 11. Form of Bond. The Bonds shall be in substantially the following form, the
officials executing the Bonds to make the insertions and deletions necessary to conform the
Bonds to this Ordinance:
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(FORM OF FACE OF BOND)
REGISTERED
REGISTERED
NO.
$
CITY OF GLENDALE, ARIZONA
GENERAL OBLIGATION BOND, SERIES 2022
INTEREST RATE:
MATURITY DATE:
DATED AS OF:
CUSIP:
% per annum
July 1, ____
Date of Delivery
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT:
DOLLARS
The City of Glendale, Arizona (the “City”), for value received, promises to pay to the
Registered Owner named above, or registered assigns, the Principal Amount on the Maturity
Date, each as stated above, and interest thereon until the Principal Amount is paid or provided
for at the Interest Rate stated above, on January 1 and July 1 of each year (the “Interest Payment
Dates”), commencing ___________. This Bond will bear interest from the most recent date to
which interest has been paid or provided for or, if no interest has been paid or provided for, from
its date. Principal and interest are payable in lawful money of the United States of America,
without deduction for the paying agent services, to the person in whose name this Bond (or, if
applicable, one or more predecessor Bonds) is registered (the “registered owner” or “owner”) on
the Register maintained by the Bond Registrar, initially __________________. Principal is
payable upon presentation and surrender of this Bond at the principal corporate trust office of the
Bond Registrar. Interest is payable by check or draft mailed by the Bond Registrar on each
Interest Payment Date to the registered owner of this Bond (or one or more predecessor Bonds)
as shown and at the address appearing on the Register at the close of business on the 15th day of
the calendar month next preceding that Interest Payment Date (the “regular record date”). Any
interest which is not timely paid or duly provided for shall cease to be payable to the registered
owner hereof (or of one or more predecessor Bonds) as of the regular record date, and shall be
payable to the registered owner hereof (or of one or more predecessor Bonds) at the close of
business on a special record date for the payment of that overdue interest. The special record
date shall be fixed by the Bond Registrar whenever monies become available for payment of the
overdue interest, and notice of the special record date shall be given to registered owners not less
than ten days prior thereto.
This Bond is one of an issue of like date, tenor and effect except as to maturity and
interest rate, aggregating the sum of $__________ issued to pay all or a portion of certain 1987
Library Facilities, 1999 Cultural Facilities, 1999 Open Spaces, 1999 Governmental Facilities,
1999 Landfill Facilities, 2007 Parks and Recreation Facilities, 2007 Public Safety Facilities,
2007 Flood Control Facilities and 2007 Streets and Parking Facilities (as such terms are defined
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in the hereinafter defined Bond Ordinance) and to pay all necessary legal, financial, architectural,
engineering and contingent costs in connection therewith (the “Bonds”), under authority of and
pursuant to the laws of the State of Arizona, particularly Title 35, Chapter 3, Article 3,
Section 35-451, et seq., of the Arizona Revised Statutes (the “Act”), the Charter of the City, the
requisite majority vote of the electors of the City cast at a special election held on March 10,
1987, upon the question of issuing bonds in the original principal amount of $89,511,000, at a
special election held on November 2, 1999, upon the question of issuing bonds in the original
principal amount of $411,586,800 and at a special election held on May 15, 2007 upon the
question of issuing bonds in the original principal amount of $218,412,000 and Ordinance No.
____ O22_________, passed by the Council of the City on February 8, 2022 (the “Bond
Ordinance”).
The Bonds are issuable only as fully registered bonds in the denominations of $5,000 or
any integral multiple thereof. This Bond is exchangeable and transferable for Bonds of other
authorized denominations at the principal corporate trust office of the Bond Registrar, by the
registered owner or by a person legally empowered to do so, upon presentation and surrender
hereof to the Bond Registrar, together with a request for exchange or an assignment, signed by
the registered owner or by a person legally empowered to do so, in a form satisfactory to the
Bond Registrar, all subject to the terms, limitations and conditions provided in the Bond
Ordinance. All fees and costs associated with the exchange or transfer, including any tax or
governmental charges payable in connection therewith, shall be paid by the owner requesting the
exchange or the transferor, as appropriate. The City or the Bond Registrar may also require that
such fees and charges be paid prior to the procedure for exchange or transfer. The City and the
Bond Registrar may deem and treat the registered owner as the absolute owner of this Bond for
the purpose of receiving payment of or on account of principal or interest and for all other
purposes, and neither the City nor the Bond Registrar shall be affected by any notice to the
contrary.
The Bonds are subject to redemption prior to their stated maturities as follows:
* * *
The Council of the City of Glendale has by ordinance ordered the creation of a special
fund for the payment of principal of and interest on the bonds of the issue of which this bond is
one. Payments are to be made into said fund from taxes to be levied on all taxable property in
the City and the money in said fund is to be used solely to pay principal of and interest on the
bonds of the issue of which this is one. Such taxes, together with other monies to be deposited in
said fund (including earnings on investments made with money in said fund), are required to be
sufficient to pay such principal, interest and redemption premiums, if any, when due.
Reference is made to the Bond Ordinance for a more complete description of the
provisions, among others, with respect to the nature and extent of the security for the Bonds, the
rights, duties and obligations of the City, the Bond Registrar and the registered owners, and the
terms and conditions upon which the Bonds are issued and secured. The registered owner of this
Bond assents, by acceptance hereof, to all of the provisions of the Bond Ordinance.
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It is hereby certified and recited that all acts and conditions necessary to be performed by
the City or to have been met precedent to and in the issuance of the Bonds in order to make them
legal, valid and binding special obligations of the City, have been performed and have been met
in regular and due form as required by law; that payment in full for the Bonds has been received;
and that no statutory, charter or constitutional limitation on indebtedness has been exceeded in
issuing the Bonds.
This Bond shall not be valid or obligatory for any purpose and shall not be entitled to any
security or benefit under the Bond Ordinance until the Certificate of Authentication below has
been signed.
IN WITNESS WHEREOF, the City of Glendale, Arizona has caused this Bond to be
executed in its name by the facsimile signatures of the Mayor and attested to by the facsimile
signature of its City Clerk, all as of __________, 2022.
CITY OF GLENDALE, ARIZONA
(facsimile)
Mayor
ATTEST:
(facsimile)
City Clerk
CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds described in the Bond Ordinance referred to above.
Date of Authentication:
_______________________________
as Bond Registrar
By_____________________________
Authorized Representative
Registrable at and Payable by:
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____________________________
_______________________________________________
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ASSIGNMENT
[Form of Assignment]
(END OF FORM OF BOND)
SECTION 12. Delivery of Bonds. The Mayor or any Authorized Officer shall cause the
Bonds to be prepared and shall have the Bonds signed, authenticated and delivered, together with
a true transcript of proceedings with reference to the issuance of the Bonds, to the Purchasers
upon payment of the par value thereof plus the net premium or less the discount set forth in the
Bond Purchase Agreement or certificate and receipt of the Bank Lender.
SECTION 13. Application of Proceeds. The proceeds from the sale of the Bonds shall be
paid into the proper fund or funds and credited to separate book accounts, and those proceeds are
appropriated and shall be used in the amounts and solely for the purposes as set forth in the
respective ballot question submitted to the qualified voters of the City at the aforesaid special
bond elections, as determined by an Authorized Officer, subject to the provisions of Arizona
Revised Statutes, Section 35-457.D. The proceeds of the Bonds will be invested pursuant to
State law. The City shall include in its records sufficient information to identify the proceeds,
expenditures and investment income relating to the Bonds.
SECTION 14. Allocation of Bonds Between 6% and 20% Debt Limits; Ratification of
Prior Actions. An Authorized Officer is hereby authorized to determine the respective
allocations between the 6% and 20% debt limitations set forth and in accordance with applicable
law. All prior allocations of bond proceeds to specific ballot propositions as set forth in the
Whereas clauses herein and as between 6% and 20% to debt limits are hereby affirmed and
ratified.
SECTION 15. Security for the Bonds; Covenants. For the purpose of paying principal of
and interest on the bonds herein authorized there shall be levied on all taxable property in the
City of Glendale a continuing, direct, annual ad valorem tax sufficient to produce the amounts
required below; said amounts are hereby found sufficient and necessary to assure payment of the
principal of and interest on said bonds as the same become due at or prior to maturity. In each
year the money derived from said tax shall be paid into separate funds which are hereby created
and named the “Interest Fund” and the “Redemption Fund”. Such Interest Fund and Redemption
Fund shall be kept separately by the City for the equal benefit of the holders of the Bonds herein
authorized and used solely for the payment of principal of and interest on such Bonds. There
shall be paid into said Interest Fund and Redemption Fund the accrued interest and any premium
received by the City from the Purchasers of the Bonds herein authorized plus an amount
sufficient to pay all interest when due on said Bonds plus the amounts on or prior to July 1 in the
years determined by an Authorized Officer.
If at the time of any annual tax levy the amount in the Interest Fund and Redemption
Fund accumulated as hereinabove required shall not be sufficient to pay all principal and interest
falling due on said Bonds prior to the time that taxes will become available from the next
succeeding tax levy, the City shall include in such earlier tax levy such additional amount as
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shall produce funds sufficient to remedy any such deficiency and deposit the proceeds of said
taxes into the Interest Fund and Redemption Fund. Whenever there shall be insufficient money
in the Interest Fund and Redemption Fund to pay Bonds and interest thereon payable therefrom
when due, the City may pay such principal and interest from any other legally available fund and
shall reimburse such other fund when money becomes available from the proceeds of the taxes
hereinabove required.
SECTION 16. Official Statement. If and to the extent applicable, all actions of the City
related to preparing and distributing a form of Preliminary Official Statement, to be used if any
of the Bonds are sold by negotiated sale to the Underwriters, in substantially the same form as
that used in connection with the offer and sale of the City’s General Obligation Bonds, Series
2019, which may be distributed in connection with the offer and sale of the Bonds (as prepared
in accordance with the terms of this Ordinance, the “Preliminary Official Statement”), are hereby
approved and ratified. The portions of the Official Statement regarding the Bonds which
concern and describe the City are hereby approved and, if so necessary, the Assistant City
Manager or the Budget and Finance Director are hereby authorized and directed to execute the
same and any required certificates as to the accuracy and completeness of said Official Statement
descriptions of the City.
If so necessary, the Preliminary Official Statement is approved and the
distribution of the same is hereby approved. If and to the extent applicable, the Preliminary
Official Statement is “deemed final” (except for permitted omissions), by the City as of its date
for purposes of SEC Rule 15c2-12(b)(1) and, if so necessary, a final official statement (the
“Official Statement”) will be prepared and distributed to the Underwriters for purposes of SEC
Rule 15c2-12(b)(3) and (4). If so necessary, the Assistant City Manager or the Budget and
Finance Director are authorized and directed to complete and sign on behalf of the City and in
his or her official capacity, the Official Statement, with such modifications, changes and
supplements as being necessary to carry out and comply with the terms, provisions, and intent of
this Ordinance. If so necessary, the Assistant City Manager or the Budget and Finance Director
are authorized to use and distribute, or authorize the use and distribution of, the Official
Statement and any supplements thereto as so signed in connection with the original issuance of
the Bonds as may in his or her judgment be necessary or appropriate. If and to the extent
applicable, the references to the City contained in the Preliminary Official Statement and the
Official Statement relating to the Bonds are hereby authorized and approved.
SECTION 17. Continuing Disclosure Undertaking. If any of the Bonds are sold by
negotiated sale to the Underwriters, the Mayor and each Authorized Officer is hereby authorized,
empowered and directed to execute and deliver the Continuing Disclosure Undertaking in
substantially the same form as now before the City, or with such changes therein as the
individual executing the Continuing Disclosure Undertaking on behalf of the City shall approve,
his or her execution thereof to constitute conclusive evidence of his or her approval of such
changes. If a Continuing Disclosure Undertaking is executed and delivered on behalf of the City
as herein provided, such Continuing Disclosure Undertaking will be binding on the City and the
officers, employees and agents of the City, and the officers, employees and agents of the City are
hereby authorized, empowered and directed to do all such acts and things and to execute all such
documents as may be necessary to carry out and comply with the provisions of the Continuing
Disclosure Undertaking as executed. Notwithstanding any other provision of this Ordinance, the
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sole remedies for failure to comply with the Continuing Disclosure Undertaking shall be the
ability of the Beneficial Owner of any Bond to seek mandamus or specific performance by court
order, to cause the City to comply with its obligations under the Continuing Disclosure
Undertaking.
SECTION 18. Tax Covenants. The City covenants that it will use, and will restrict the
use and investment of, the proceeds of the Bonds in such manner and to such extent as may be
necessary so that (a) the Bonds will not (i) constitute private activity bonds, arbitrage bonds or
hedge bonds under Sections 141, 148 or 149 of the Internal Revenue Code of 1986, as amended
(the “Code”), or (ii) be treated other than as bonds to which Section 103(a) of the Code applies,
and (b) the interest thereon will not be treated as a preference item under Section 57 of the Code.
The City further covenants (a) that it will take or cause to be taken such actions that may
be required of it for the interest on the Bonds to be and remain excluded from gross income for
federal income tax purposes, (b) that it will not take or authorize to be taken any actions that
would adversely affect that exclusion, and (c) that it, or persons acting for it, will, among other
acts of compliance, (i) apply the proceeds of the Bonds to the governmental purposes of the
borrowing, (ii) restrict the yield on investment property, (iii) make timely and adequate payments
to the federal government, (iv) maintain books and records and make calculations and reports,
and (v) refrain from certain uses of those proceeds and, as applicable, of property financed with
such proceeds, all in such manner and to the extent necessary to assure such exclusion of that
interest under the Code.
Each Authorized Officer is hereby authorized (a) to make or effect any election,
selection, designation, choice, consent, approval, or waiver on behalf of the City with respect to
the Bonds as the City is permitted or required to make or give under the federal income tax laws,
including, without limitation thereto, any of the elections provided for or available under
Section 148 of the Code, for the purpose of assuring, enhancing or protecting favorable tax
treatment or status of the Bonds or interest thereon or assisting compliance with requirements for
that purpose, reducing the burden or expense of such compliance, reducing the rebate amount or
payments of penalties, or making payments of special amounts in lieu of making computations to
determine, or paying, excess earnings as rebate, or obviating those amounts or payments, as
determined by that officer, which action shall be in writing and signed by the officer, (b) to take
any and all other actions, make or obtain calculations, make payments, and make or give reports,
covenants and certifications of and on behalf of the City, as may be appropriate to assure the
exclusion of interest from gross income and the intended tax status of the Bonds, and (c) to give
one or more appropriate certificates of the City for inclusion in the transcript of the proceedings
for the Bonds, setting forth the reasonable expectations of the City regarding the amount and use
of all the proceeds of the Bonds, the facts, circumstances and estimates on which they are based,
and other facts and circumstances relevant to the tax treatment of the interest on and the tax
status of the Bonds.
SECTION 19. Further Actions. All actions of the officers and agents of the City which
are in conformity with the purposes and intent of this Ordinance and in furtherance of the
issuance and sale of the Bonds as contemplated by this Ordinance whether heretofore or
hereafter taken shall be and are hereby ratified, confirmed and approved. The Mayor, each
Authorized Officer and the City Clerk and other appropriate officers and agents of the City are
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hereby authorized and directed to do all such acts and things and to execute and deliver all such
documents on behalf of the City as may be necessary to carry out the terms and intent of this
Ordinance.
SECTION 20. All Conditions Met. This Council determines that all acts and conditions
necessary under the Act and other applicable laws to be performed by the City or to have been
met precedent to and in the issuing of the Bonds in order to make them legal, valid and binding
special obligations of the City, have been performed and met, or will at the time of delivery of
the Bonds have been performed and met, in regular and due form as required by law; and that no
statutory, charter or constitutional limitation of indebtedness or taxation will have been exceeded
in the issuance of the Bonds.
SECTION 21. Open Meeting. This Council finds and determines that all formal actions
of this Council concerning and relating to the passage of this Ordinance were taken in an open
meeting of this Council and that all deliberations of this Council and of any committees that
resulted in those formal actions were in meetings open to the public, in compliance with all legal
requirements.
SECTION 22. Severability. If any section, paragraph, clause or provision of this
Ordinance shall be held to be invalid or unenforceable for any reason, the invalidity or
unenforceability of such section, paragraph, clause or provision shall not affect any of the
remaining provisions of this Ordinance.
SECTION 23. Ordinance a Contract. This Ordinance shall constitute a contract between
the City and the registered owners of the Bonds and shall not be repealed or amended in any
manner which would impair, impede or lessen the rights of the registered owners of the Bonds
then outstanding.
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PASSED, ADOPTED AND APPROVED by the Mayor and Council of the City of
Glendale, Maricopa County, Arizona, this 8th day of February, 2022.
Mayor Jerry P. Weiers
ATTEST:
Julie K. Bower, City Clerk (SEAL)
APPROVED AS TO FORM:
Michael D. Bailey, City Attorney
REVIEWED BY:
Kevin R. Phelps, City Manager
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